General terms and conditions

Adri and Son Shellfish and Shellfish Trading BV, located at Krab 17, 4401 PA Yerseke.
Chamber of Commerce registration number Southwest Netherlands: 22025360

ARTICLE 1: APPLICABILITY

1.1   These general terms and conditions apply to all offers, orders, and agreements of Adri en Zoon Schaal- en Schelpdierenhandel BV, hereinafter "user." The client/buyer will hereinafter be referred to as the "other party.".

1.2    General and other terms and conditions used by the other party are explicitly rejected by the user. They only form part of an agreement concluded between the parties if they have been expressly accepted in writing by the user.

1.3    The counterparty is deemed to have agreed to the user's general terms and conditions unless the counterparty declares in writing that it rejects the general terms and conditions.

1.4    If a provision in the general terms and conditions is not applicable in a specific case, this will not affect the applicability of the other provisions.

ARTICLE 2: AGREEMENTS

2.1    All offers and quotations from the user are without obligation.

2.2    An agreement will only be concluded after acceptance by the user.

2.3    Additions/amendments to concluded agreements are only binding after written acceptance by the user.

ARTICLE 3: OFFERS

3.1    All offers, quotations, price lists, delivery times, etc., from the user are non-binding. If a quotation/offer contains a non-binding offer that is accepted by the other party, the user is entitled to revoke this offer within two days of receiving the acceptance.

3.2    The user is entitled to pass on any changes in the cost price of goods sold, including but not limited to changes in employment conditions (including wages), social regulations, taxes, purchase prices, etc., directly to the other party, even after the agreement has been concluded.

3.3    The user is entitled to pass on changes in price lists that come into effect after the conclusion of the agreement to the other party.

3.4    Price increases due to exchange rate adjustments that occur after the conclusion of the agreement may be passed on.

3.5    User is entitled to engage third parties to execute the concluded agreement.

3.6    The prices offered are always exclusive of all direct and indirect taxes, excise duties, surcharges, insurance premiums and shipping and transport costs, unless expressly agreed otherwise in writing.

ARTICLE 4: DELIVERY/WORK PERFORMED

4.1    Delivery takes place at the place of delivery agreed with the other party.

4.2    From the moment of delivery, the risk of the delivered goods passes to the other party.

4.3    The counterparty is liable for the risk of unloading and storage of goods. The counterparty is obligated to compensate the user for any damage incurred as a result of unloading goods.

4.4    Delivery times and deadlines specified by the user are indicative and shall never be considered final deadlines, unless expressly agreed otherwise in writing. In the event of late delivery, written notice of default must be given. The other party must then grant the user a reasonable period to comply with its obligations. The other party is not entitled to compensation for any damages, direct or indirect, of any nature whatsoever, resulting from exceeding delivery times and deadlines. In the event of partial deliveries of goods, each delivery or phase shall be considered a separate transaction.

4.5    If the user is unable to deliver the sold goods to the other party, the user is entitled to terminate the agreement without judicial intervention and without notice of default, without prejudice to the user's right to full compensation. Extrajudicial termination of the agreement does not affect the other party's obligation to pay the purchase price. If the agreement is not terminated extrajudicially by the user, the user is entitled to store the sold goods at the other party's expense and risk.

4.6    Delivery of the goods sold will take place in one consignment to an address specified by the other party. The other party must arrange for further distribution if desired.

4.7    The Counterparty guarantees that the destination where actual delivery must take place is easily accessible.

4.8 User is entitled to suspend the delivery of goods if the counterparty has not fulfilled payment obligations arising from previous deliveries.

ARTICLE 5: PROGRESS, EXECUTION OF WORK

5.1    Delays in the delivery of goods are at the expense and risk of the other party. Any resulting damages to the user will be charged to the other party.

5.2    If the user cannot fulfil the agreement concluded between the parties unchanged, the user is entitled to either terminate the agreement concluded without being liable for any form of compensation to the other party, or to make the other party an alternative offer which the other party is obliged to accept if it approximately corresponds to the original agreement concluded between the parties.

5.3    If the agreement is amended at the request of the other party, all resulting costs will be borne by the other party.

ARTICLE 6: ADVERTISING/RETURNS

6.1    The other party is obligated to inspect goods immediately upon delivery for any defects and/or damage. Any defects and/or damage must be notified to the user in writing by the other party immediately after discovery, in accordance with the user's return procedure. Failure to do so will entitle the user to refuse to process complaints.

6.2    The Counterparty cannot assert any claims if the notification to the User is made later than the end of the day on which delivery took place. The notification must be made in writing to the User in accordance with the User's return procedure.

6.3    After discovering any defect and/or damage, the other party is obliged to do or refrain from doing everything that is reasonably possible and necessary to prevent (further) damage.

6.4    The other party is obligated to provide the user with all necessary cooperation for the investigation of complaints. If the other party does not cooperate or if investigation of complaints is otherwise impossible, the other party cannot assert any claims against the user.

6.5    Returns of delivered goods to the user are only permitted with the user's prior written consent and in accordance with the user's return procedure. Returns must be in their original condition and in the original (sealed) packaging, with the original tags and labels, as well as the user's return label. Return costs are the responsibility of the other party.

6.6    Minor differences in quality, dimensions or other criteria cannot constitute grounds for complaints.

6.7    The presence of any defect and/or damage as referred to in this article does not entitle the other party to suspend payment obligations or to initiate a settlement. Set-off is expressly excluded.

6.8    The user will not accept any complaints about (partially) processed products.

6.9    Complaints regarding invoices must be reported to the user by the other party within two days of receipt.

ARTICLE 7: LIABILITY/WARRANTY

7.1    Except insofar as damage is the result of intent or deliberate recklessness on the part of the user, the user is not liable for damage, including consequential damage, immaterial damage, business and environmental damage, and personal injury, direct or indirect, of any nature whatsoever, regardless of how it arose or the persons by whom it was caused. A similar limitation applies to personnel or third parties engaged by the user in the performance of the agreement and the performance of its work.

7.2    The user's liability, regardless of the cause, is in any case limited to the net sales price of the delivered goods. The user will never be liable for any further compensation for damages.

7.3    The counterparty indemnifies the user against all claims of any nature whatsoever that third parties may assert against it in respect of any damage suffered or to be suffered that goes beyond the liability that the counterparty can assert against the user.

7.4    Any liability of the user towards the other party shall in any case expire within six months after delivery of the goods sold.

ARTICLE 8: PAYMENT

8.1    Unless expressly agreed otherwise in writing, payments must be made within 14 days of the invoice date, without the counterparty being entitled to any offset or suspension, failing which the counterparty will be in default by operation of law, without any notice or notice of default being required.

8.2    In the event of default, the Counterparty owes the User (cumulative) default interest of 1.5% per month on the outstanding invoice amount. Without prejudice to the User's right to claim actual damages, the Counterparty is also obligated to pay all extrajudicial collection costs associated with collecting the claim. These are set at a fixed rate of 15% of the principal amount due, with a minimum of €100.

8.3    At the user's discretion, in the event of default by the other party, the agreement may be dissolved in whole or in part without further notice of default or judicial intervention being required, with the other party being obliged to compensate the user for all damages suffered.

8.4    If the user initiates legal proceedings, the other party is obligated to reimburse the user for all costs. This includes the costs of lawyers, legal representatives, court fees, bailiff fees, costs of extracts, etc.

8.5    In the absence of timely payment of any invoice, all outstanding invoices, including those for which the payment term has not yet expired, become immediately due and payable.

8.6    If the User, in its sole discretion, suspects that the other party will not fulfill its financial obligations, will not fulfill them in full, or will not fulfill them on time, the User is entitled to request security for payment. In that case, the User is also entitled to request advance payment. The User is also entitled to suspend its obligations until payment has been made or adequate security has been provided.

8.7    Payments made by the counterparty always serve to settle any interest and costs owed and subsequently the oldest outstanding invoices, even if the counterparty states that these relate to other invoices.

ARTICLE 9: JOINT AND SEVERAL LIABILITY AND OFFSETTING

9.1    If the counterparty, for whatever reason, has or will obtain one or more counterclaims against the user, the counterparty has no right to offset these against claims of the user.

9.2    If the counterparty consists of one or more natural or legal persons, they are all fully liable for fulfilling the counterparty's obligations towards the user.

ARTICLE 10: RESERVATION OF OWNERSHIP

10.1 As long as the other party has not made full payment of claims arising from any agreement concluded with the user, as well as claims arising from failure to perform those agreements, the goods delivered by the user to the other party remain the property of the user. The user is entitled to repossess the goods that have remained its property if the other party fails to fulfill any obligation under the agreements concluded with the other party.

10.2 As long as the goods delivered by the user are subject to a retention of title, the other party is not entitled to process or alienate these goods or to establish any form of security thereon, unless this takes place in the context of its normal business operations.

10.3 If the user invokes a retention of title, the agreement concluded in this regard will be deemed to have been dissolved, without prejudice to the user's right to compensation for damages, lost profits and interest.

10.4 The Counterparty is not entitled to offset claims on its part against goods subject to retention of title, nor to suspend its obligation to make them available on that basis.

10.5 The property law consequences of the retention of title are governed by the law of the country in whose territory the goods are located at the time of delivery.

10.6 In the case of goods intended for export, by way of exception to the previous paragraph of this Article, the property law consequences of the retention of title shall be governed by the law of the country of destination if that law contains provisions with regard to the retention of title that are more favourable to the user than the paragraph applicable under the previous paragraph.

ARTICLE 11: PROPERTY

11.1 The Counterparty is not authorized to pledge delivered goods to third parties and/or establish a non-possessory pledge on them, and/or to place the goods under the actual control of financiers for storage, as this will be considered an attributable breach on the Counterparty's part. In that case, the User may immediately, without being required to issue any notice of default, suspend its obligations under the agreement or terminate the agreement, without prejudice to the User's right to compensation for damages, lost profits, and interest.

ARTICLE 12: SUSPENSION AND TERMINATION

12.1 User is entitled, without prejudice to its right to compensation, to suspend the performance of the agreement and all related agreements with immediate effect, without notice of default and without judicial intervention, and/or to terminate these agreements and all related agreements in whole or in part if:

1. the other party fails to fulfil any obligation under the agreement, fails to fulfil it in a timely manner, or fails to fulfil it properly;
2. bankruptcy or suspension of payments has been requested with respect to the counterparty or, if the counterparty is a natural person, application of statutory debt restructuring has been requested;
3. the counterparty's company is dissolved, liquidated or closed down;
4. a seizure is made on part of the counterparty's assets;
5. the user has well-founded reasons to fear that the other party is or will be unable to fulfil its obligations arising from the agreement or agreements concluded with the user and the other party, at the request of the user, does not provide or provides insufficient security for the fulfilment of its obligations.

12.2 All claims that the user may have or acquire against the other party in the cases referred to in paragraph 1 of this article shall be immediately and fully due and payable, while the user is further entitled to take back all goods to its credit.

12.3 The counterparty is not entitled to invoke any right of suspension or settlement against the user.

12.4 The counterparty is not entitled to terminate the agreement in whole or in part if it was already in default in fulfilling its obligations.

ARTICLE 13: DEFICIENCY/OMISSIONS

13.1 If performance of the User's obligations under the agreement concluded with the other party is not possible, and this is due to a non-attributable failure on the part of the other party or on the part of a third party/supplier engaged for the performance of the agreement, the User shall be entitled to terminate the agreement concluded between the parties or to suspend the performance of its obligations towards the other party for a reasonable period to be determined by the User, without being liable for any damages. The other party shall in any case be obliged to perform for the part that the agreement has been performed.

13.2 Circumstances that may constitute non-attributable non-compliance include: war, riots, mobilization, domestic and foreign unrest, government measures, strikes and lockouts by workers or the threat of these and similar circumstances, disruption of exchange rates existing at the time the agreement is concluded, business interruptions due to fire, accident, or other incidents, natural phenomena, regardless of whether the non-compliance or untimely compliance occurs with the user, its suppliers, or third parties engaged by the user to fulfill the obligation under the agreement.

13.3 In the event that the counterparty in any way fails to promptly fulfil its obligations to the user, in the event of suspension of payments, application for suspension of payments, bankruptcy, seizure or assignment of estate or liquidation of the counterparty's affairs, all that it owes to the user under any agreement shall become immediately due and payable.

ARTICLE 14: CANCELLATION/TERMINATION

14.1 The Counterparty waives all rights to terminate the agreement pursuant to Articles 6:265 et seq. of the Dutch Civil Code or other statutory provisions, unless cancellation pursuant to the second paragraph has been agreed.

14.2 Cancellation by the other party is only possible if the user agrees in writing. The user is entitled to impose conditions on the termination of the agreement.

14.3 Amounts already paid by the counterparty will not be refunded.

ARTICLE 15: GENERAL PROVISIONS

15.1 The Counterparty is not authorized to transfer the rights and obligations under the Agreement or any agreement arising therefrom, in whole or in part, to third parties.

15.2 Amendments to these general terms and conditions or additional or deviating provisions shall only be effective if and to the extent that the parties have agreed to these in writing and signed them.

ARTICLE 16: APPLICABLE LAW AND DISPUTES

16.1 Dutch law applies to all agreements concluded under these general terms and conditions, to the exclusion of provisions of international treaties, including the Vienna Sales Convention, insofar as these do not contain mandatory law.

16.2 Any disputes arising between the parties in connection with the agreement will be settled exclusively by the Zeeland-West-Brabant District Court, Middelburg location, without prejudice to the user's right to summon the other party before the competent court under law or treaty. A dispute is deemed to exist as soon as one of the parties has notified the other of this in writing.